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AFRINIC Bylaws 2012



13.1 Subject to the provisions of Article 11 of the present Constitution, the Board shall call a meeting of members to appoint the Directors of the company where vacancies occur as a result of:

(i) the expiry of the term of office of any Director;

(ii) The removal of any Director in terms of Article 14 of this Constitution; and

(iii) The disqualification of any Director in terms of Article 13.10 of this Constitution.


13.2 The election of the Directors of the company shall be carried out in line with the Election process approved by the Board.


13.3 Written notice of the time, date and place of the meeting of members shall be sent to every member and to every Director, the secretary and the auditor of the Company not less than 14 days before the meeting. The notice may be delivered by post, fax, electronic mail or such other method as the Board shall reasonably determine from time to time.


13.4 The Board shall comprise of nine (9) Directors appointed as follows:

(i) Six Directors elected by the Annual General Member Meeting called under Article 11.1 of this Constitution to represent each of the regions listed in Article 13.5; (Seats 1 to 6)

(ii) Two Directors elected by the Annual General Member Meeting called under Article 11.1 upon the recommendation of the NomCom based on their competencies and not their regional representation; and (Seats 7 and 8)

(iii) The Chief Executive Officer. (Seat 9)


13.5 Each of the following six sub-regions of Africa shall be represented by one Director as indicated below:

(i) Northern Africa (seat 1);

(ii) Western Africa (seat 2);

(iii) Indian Ocean (seat 3);

(iv) Central Africa (seat 4);

(v) Southern Africa (seat 5); and

(vi) Eastern Africa (seat 6). Each Director elected under Articles 13.4(i) and 13.4(ii) of this Constitution shall hold office for a term of three years, which term of office shall expire on the date of the Annual General Members' Meeting held on or around the third anniversary of the date of appointment of such Elected Director. Subject to Article 13.6, such Director shall be eligible for re-election on the expiry of his term of office.


13.6 For the avoidance of doubt, the sequential election of Directors elected under Article 13.4

(i) of this Constitution, prevailing at the date of adoption of this Constitution shall be continued so that, on the expiry of the respective terms of office of Directors, they shall be elected in the following sequence: (i) Election for Directors representing Northern Africa and Western Africa;

(ii) Election for Directors representing the Indian Ocean and Central Africa; and

(iii) Election for Directors representing Southern Africa and Eastern Africa.


13.7 Election mechanism

(i) Except for the Chief Executive Officer, and subject to Articles 13.10 and 13.11, all other Directors shall be elected by Resource and Registered Members on the date of each Annual General Members' Meeting.

a) Six directors representing each of the regions listed in Article 13.5 shall be elected according to Article 13.6.

b) Two Region-Independent Directors representing seats 7 (seven) and 8 (eight) shall be elected during the same elections as for Northern and Western (seats 2 and 1) and Indian Ocean and Central (seats 3 and 4)and shall hold office according to the terms of Article 13.10 of the Constitution.

(ii) The NomCom shall, in terms of the existing election process, take all the relevant actions for participation of these nominees in the election of directors.


13.8 In the event that:

(i) there is no eligible candidate for a particular region;

(ii) there is an untimely death of a sitting director;

(iii) there is an unavailability of a sitting director; the Director already in office in the particular seat shall be deemed to be re-appointed for the period ending with the date of the next election for that particular seat.


13.9 Notwithstanding any other provision of this Constitution, the Company shall at all times have at least one Director who shall be ordinarily resident in Mauritius in line with the provisions of the Act.


13.10 No person shall be appointed or hold office as a Director if s/he is a person who:

(i) is under 18 years of age;

(ii) is an undischarged bankrupt;

(iii) would, but for the repeal of Section 117 of the Companies Act 1984 of Mauritius, be prohibited from being a Director or promoter of, or being concerned or taking part in the management of, a company within the meaning of that Act;

(iv) is prohibited from being a director or promoter of or being concerned or taking part in the management of a company under Sections 337 or 338 of the Act;

(v) is not a natural person; or

(vi) has been adjudged to have been of unsound mind.


13.11 A person shall not be appointed a Director of the Company unless:

(i) that person has consented in writing to be a Director and certified that he/she is not disqualified from being appointed or holding office as a Director in accordance with the Act; and

(ii) that person has signed the forms required to be a Registered Member under Article 6.3 above.


13.12 Further to the provisions of Section 13.11, the Nom Com shall, as far as practically possible, seek the following additional conditions for the eligibility of candidates to the position of Board Directors:

(i) previous Board or organisational leadership experience;

(ii) skills in business management and leadership;

(iii) fundraising for not-for-profit organisations experience;

(iv) network operations and Internet services experience; and

(v) international Business development experience.


13.13 The provisions of Section 137(1) of the Act shall not apply to the Company.


13.14 The Directors shall have power at any time and from time to time to appoint any person to be a Director to fill a casual vacancy in the Board. Any Director so appointed shall hold office only until the next following Annual General Members' Meeting at which Directors are elected and shall then be eligible for re-election.


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